EXHIBIT
10.39


SEPARATION
AGREEMENT AND GENERAL

RELEASE OF ALL CLAIMS


                    This
Separation Agreement and General Release of All Claims (“Agreement”) is made by
and between James Baumker (“Employee”) on the one hand, and Maxwell Technologies, Inc.  (“the Company”) on the other.  (Collectively, Employee and the Company
shall be referred to as “the Parties.”) 

                    1.       Employee
is a former employee of the Company. 
Employee’s last day of employment with the Company was 10/31/03(Effective Date).  The Parties desire to resolve any and all
differences related to Employee’s employment with the Company and/or the
cessation of that employment. 
Additionally, the Parties desire to resolve any known or unknown claims
between them, neither party admitting any liability or fault.  For these reasons, the Parties have entered
into this Agreement.

                    2.       a.
Without entering into this Agreement, Employee is entitled to a severance
payment equal to two weeks pay
at Employee’s existing weekly rate of pay, less payroll tax deductions.  This amount has been paid in one lump sum on
the Effective Date.  All vacation
accrual and other fringe benefits of Employee ceased on the Effective Date,
other than insurance benefits which will cease on November 30, 2003.  

                              b.     If
Employee enters into this Agreement and does not revoke this Agreement within
the time period provided below in Section 15, the Company will provide Employee
with an additional severance payment equal to 24 weeks pay at Employee’s existing weekly rate of pay, less
payroll tax deductions.  This amount
will be paid in one lump sum as soon as possible following the expiration of 10
business days after Employee signs this Agreement.

                    3.       In
consideration of and in return for the promises and covenants undertaken herein
by the Company, including the payments Employee will receive under paragraph 2
herein, and for other good and valuable consideration, receipt of which is
hereby acknowledged, Employee does hereby acknowledge full and complete
satisfaction of and does hereby release, absolve and discharge the Company and
the Company’s parents, subsidiaries, affiliates, related companies and business
concerns, past and present, and each of them, as well as each of their
partners, trustees, directors, officers, agents, attorneys, servants and
employees, past and present, and each of them (hereinafter collectively
referred to as “Releasees”) from any and all claims, demands, liens,
agreements, contracts, covenants, actions, suits, causes of action, grievances,
wages, vacation payments, severance payments, obligations, commissions,
overtime payments, debts, expenses, damages, judgments, orders and liabilities
of whatever kind or nature in state or federal law, equity or otherwise,
whether known or unknown to Employee which Employee now owns or holds or has at
any time owned or held as against Releasees, or any of them, including
specifically but not exclusively and








without limiting the
generality of the foregoing, any and all claims, demands, grievances,
agreements, obligations and causes of action, known or unknown, suspected or
unsuspected by Employee:  (1) arising
out of Employee’s employment with the Company or the ending of that employment;
or (2) arising out of or in any way connected with any claim, loss, damage or
injury whatever, known or unknown, suspected or unsuspected, resulting from any
act or omission by or on the part of the Releasees, or any of them, committed
or omitted on or before the Effective Date. 
Also without limiting the generality of the foregoing, Employee
specifically releases the Releasees from any claim for attorneys’ fees and/or
costs of suit.  EMPLOYEE SPECIFICALLY
AGREES AND ACKNOWLEDGES EMPLOYEE IS WAIVING ANY RIGHT TO RECOVERY BASED ON
STATE OR FEDERAL AGE, SEX, PREGNANCY, RACE, COLOR, NATIONAL ORIGIN, MARITAL
STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL
CONDITION, OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING, WITHOUT LIMITATION,
TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AGE DISCRIMINATION IN EMPLOYMENT
ACT, THE AMERICANS WITH DISABILITIES ACT AND THE CALIFORNIA FAIR EMPLOYMENT AND
HOUSING ACT, OR BASED ON THE EMPLOYEE RETIREMENT INCOME SECURITY ACT, ALL AS AMENDED,
WHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY EMPLOYEE OR BY A
GOVERNMENTAL AGENCY.

                    4.       It
is the intention of Employee in executing this Agreement that it shall be
effective as a bar to each and every claim, demand, grievance and cause of
action hereinabove specified.  In
furtherance of this intention, Employee hereby expressly waives any and all
rights and benefits conferred upon Employee by the provisions of Section 1542
of the California Civil Code and expressly consents that this Agreement shall
be given full force and effect according to each and all of its express terms
and provisions, including those relating to unknown and unsuspected claims,
demands and causes of action, if any, as well as those relating to any other
claims, demands and causes of action hereinabove specified.  Section 1542 provides:

                    “A
general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the debtor.”

                    Having
been so apprised, Employee nevertheless hereby voluntarily elects to and does
waive the rights described in Civil Code Section 1542 and elects to assume all
risks for claims that now exist in Employee’s favor, known or unknown, that are
released under this Agreement.

                    5.       The
Company expressly denies any violation of any federal, state or local statute,
ordinance, rule, regulation, policy, order or other law.  The Company

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also expressly denies any
liability to Employee.  This Agreement
is the compromise of disputed claims and nothing contained herein is to be
construed as an admission of liability on the part of the parties hereby
released, or any of them, by whom liability is expressly denied.  Accordingly, while this Agreement resolves
all issues regarding the Company referenced herein, it does not constitute an
adjudication or finding on the merits of any allegations and it is not, and
shall not be construed as, an admission by the Company of any violation of
federal, state or local statute, ordinance, rule, regulation, policy, order or
other law, or of any liability.  Moreover,
neither this Agreement nor anything in it shall be construed to be or shall be
admissible in any proceeding as evidence of or an admission by the Company of
any violation of any federal, state or local statute, ordinance, rule,
regulation, policy, order or other law, or of any liability.  This Agreement may be introduced, however,
in any proceeding to enforce the Agreement. 
Such introduction shall be pursuant to an order protecting its
confidentiality.

                    6.       Employee
acknowledges that during Employee’s employment, Employee had access to trade
secrets and confidential information about the Company, including but not
limited to the Company’s products and services, research and development of new
products and services, customers, and methods of doing business.  Employee agrees that Employee shall not
disclose any information relating to the trade secrets or confidential
information of the Company or its customers which has not already been
disclosed to the general public.

                    7.       Employee
agrees the terms and conditions of this Agreement are confidential, and shall
not be disclosed, discussed or revealed by Employee to any other person or
entity.

                    8.       Each
party expressly agrees that such party will not in any way disparage or otherwise
cause to be published or disseminated any negative statements, remarks,
comments or information regarding the other party.

                    9.       This
Agreement shall be construed in accordance with, and be deemed governed by, the
laws of the State of California.

                    10.     If
any provision of this Agreement or application thereof is held invalid, the
invalidity shall not affect other provisions or applications of the Agreement
which can be given effect without the invalid provision or application.  To this end, the provisions of this
Agreement are severable.

                    11.     The
Parties hereto acknowledge each has read this Agreement, that each fully
understands its rights, privileges and duties under the Agreement, and that
each enters this Agreement freely and voluntarily.  Each party further acknowledges each has had the opportunity to
consult with an attorney of its choice to explain the terms of this Agreement
and the consequences of signing it.

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                    12.     The
undersigned each acknowledge and represent that no promise or representation
not contained in this Agreement has been made to them and acknowledge and
represent that this Agreement contains the entire understanding between the
Parties and contains all terms and conditions pertaining to the compromise and
settlement of the subjects referenced herein. 
The undersigned further acknowledge that the terms of this Agreement are
contractual and not a mere recital.

                    13.     Employee
acknowledges Employee may hereafter discover facts different from, or in
addition to, those Employee now knows or believes to be true with respect to
the Claims herein released, and agrees the release herein shall be and remain
in effect in all respects as a complete and general release as to all matters
released herein, notwithstanding any such different or additional facts.

                    14.     The
Company hereby advises Employee in writing to discuss this Agreement with
Employee’s attorney before executing it. 
Employee acknowledges that the Company has provided Employee at least
forty-five (45) days within which to review and consider this Agreement before
signing it.  Should Employee decide not
to use the full forty-five days, then Employee knowingly and voluntarily waives
any claims that Employee was not in fact given that period of time or did not
use the entire forty-five days to consult an attorney and/or consider this
Agreement.

                    15.     Within
three calendar days of signing and dating this Agreement, Employee shall
deliver the executed original of the Agreement to Donald M. Roberts, General
Counsel, Maxwell Technologies, Inc., 9244 Balboa Avenue, San Diego,
California  92123.  However, Employee acknowledges that Employee
may revoke this Agreement for up to seven (7) calendar days following
Employee’s execution of this Agreement and that it shall not become effective
or enforceable until the revocation period has expired.  Employee acknowledges that such revocation must
be in writing addressed to Rich Balanson, Chief Executive Officer, Maxwell
Technologies, Inc., 9244 Balboa Avenue, San Diego, California  92123, and received not later than midnight
on the seventh day following execution of this Agreement by Employee.  If Employee revokes this Agreement under this
paragraph, the Agreement shall not be effective or enforceable and Employee
will not receive the payments described in paragraph 2b above.

                    16.     If
Employee does not revoke this Agreement in the time frame specified in the
preceding paragraph, the Agreement shall be effective at 12:01 a.m. on the
eighth day after it is signed by Employee.

                    17.     Employee acknowledges that, despite the
cessation of Employee’s employment with the Company, Employee may continue to
be subject to Section 16 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).  Employee further
acknowledges that the Company has advised him to consult independent counsel
regarding the applicability of Section 16 of the Exchange Act.

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                    I
have read the foregoing Separation Agreement and General Release of All Claims
and I accept and agree to the provisions contained therein and hereby execute
it voluntarily and with full understanding of its consequences.

PLEASE READ
CAREFULLY.  THIS AGREEMENT

CONTAINS A GENERAL RELEASE OF ALL KNOWN AND

UNKNOWN CLAIMS.





	
   
	
   
	
  Date: ____________,
  2003

	
  

  	
   
	
   

	
  James Baumker
	
   
	
   

	
   
	
   
	
   

	
   
	
   
	
   

	
  Maxwell Technologies, Inc.  
	
   
	
   

	
   
	
   
	
   

	
  By:
	
   
	
   
	
  Date: ____________, 2003

	
   
	
  

  	
   
	
   

	
   
	
  Rich Balanson
	
   
	
   

	
   
	
  Chief Executive Officer
	
   
	
   




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